U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[]Form 10-K []Form 20-F []Form 11-K [X]Form 10-Q []Form N-SAR
For Period Ended: June 30, 1995
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[] Transition Report on Form 10-K
[] Transition Report on Form 20-F
[] Transition Report on Form 11-K
[] Transition Report on Form 10-Q
[] Transition Report on Form N-SAR
For the Transition Period Ended: ...............................
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Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates: Not applicable.
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant: WARNER INSURANCE SERVICES, INC.
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Former Name If Applicable: Not Applicable.
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Address of Principal Executive Office (Street and Number)
17-01 Pollitt Drive, Fair Lawn, New Jersey 07410
.................................................................
City State Zip Code
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PART II - RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate).
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form N-
[X] SAR, or portion thereof will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Form 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
Warner Insurance Services, Inc. (the "Registrant") has been
unable to complete its preparation of its consolidated financial
statements for the fiscal quarter ended June 30, 1995 and related
adjustments. The Registrant is also in the process of completing
its review and analysis of its actuarial reports, the results of
which are expected to have a direct impact upon the Registrant's
consolidated financial statements. Since such effect is still in
the process of being analyzed and finalized, the Registrant is
unable to complete the Quarterly Report on Form 10-Q, containing
the consolidated financial statements of the Registrant, by
August 14, 1995 without unreasonable effort or expense. Every
effort is being made to expedite the completion of the review of
the actuarial reports and the preparation of the Registrant's
consolidated financial statements such that the Registrant will
be in a position to file the Form 10-Q on or before the fifth
calendar day following the prescribed due date for the Form
10-Q.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard
to this notification:
Bradley J. Hughes (201) 794-4800
............................................................
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [] No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
[X] Yes [] No
If so: provide an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.
On November 11, 1994, the Registrant announced that its
Board of Directors had voted to retain COVER-ALL Systems, Inc. (a
wholly-owned subsidiary that provides software products to the
property/casualty insurance industry) ("COVER-ALL"), thereby
cancelling the plan adopted in March 1994 to implement a tax-free
spin-off of 100% of the stock of COVER-ALL on a pro rata basis to
the Registrant's stockholders. Accordingly, COVER-ALL operations
for the quarter and six months ended June 30, 1994 will be
reclassified and included as a part of the continuing operations.
In the Registrant's previously issued quarterly financial reports
for the first two quarters of 1994, COVER-ALL's losses from
operations and provision for loss on spin-off were reflected as
operations "pending spin-off." Such treatment was reclassified
in the 1994 third quarter report.
Loss from continuing operations for the quarter ended March
31, 1995 was $(3,487,592) ($0.41 per share) compared to
$(216,456) ($0.02 per share) in the same quarter of 1994. Loss
from continuing operations for the quarter ended June 30, 1994
was $(1,149,903) ($0.13 per share). Results for the quarter
ended June 30, 1995 cannot be reasonably estimated due to the
incomplete analysis described in Part III of this Form.
SIGNATURE
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WARNER INSURANCE SERVICES, INC. has caused this
notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: August 14, 1995 WARNER INSURANCE SERVICES, INC.
By: /s/ Bradley J. Hughes
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Name: Bradley J. Hughes
Title: Vice President, Finance
and Administration
and Chief Financial
Officer
